Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II) (One of the Judicial Interpretations revised by Fa Shi [2020] No. 18) (Adopted at the 1447th meeting of the Judicial Committee of the Su

　　(I) Acts that violate laws or administrative regulations;

　(II) Loss of professional ability or civil capacity;

　(I) Acts that seriously damage the interests of the company or creditors. "

　　4. Change Article 15 to: 　If the company liquidates itself, the liquidation plan shall be submitted to the shareholders' meeting or the shareholders' meeting for confirmation; if the people's court organizes the liquidation, the liquidation party shall The case shall be reported to the People's Court for confirmation. The liquidation group shall not implement the unconfirmed liquidation plan.

　If the execution of the unconfirmed liquidation plan causes losses to the company or creditors, and the company, shareholders, directors, other interested parties or creditors claim that the liquidation group members shall bear the liability for compensation, the people's court shall support it in accordance with the law. "

5. Modify Article 21 to: " shall bear responsibility in accordance with the provisions of Article 18 and Article 20 and paragraph 1 of these Regulations If one or more people bear civil liability in accordance with the law, and one or several of the limited liability companies, directors and controlling shareholders of joint-stock companies, and the actual controller of the company are more than two, and one or several of them assume civil liability in accordance with the law, and claim that other personnel share the liability according to the size of the fault, the people's court shall support it in accordance with the law. "

　　Judicial Interpretation (II) Full text after amendment:

In order to correctly apply the "Company Law of the People's Republic of China", combined with trial practice, the following provisions are made on the application of laws in the case of dissolution and liquidation of the company.

The Supreme People's Court

Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II)

(One of the judicial interpretations revised by Fa Shi [2020] No. 18)

(approved at the 1447th meeting of the Supreme People's Court Judicial Committee on May 5, 2008, according to 20142 On December 17, the 1607th meeting of the Supreme People's Court Judicial Committee, the first amendment of the "Decision on Amending the Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China" was revised for the first time, and according to the second amendment of the "Decision on Amending the "Reply of the Supreme People's Court on Issues of whether the State-owned Allocation of Land Use Rights in Bankruptcy Enterprises should be included in Bankruptcy Property" passed by the 1823rd meeting of the Supreme People's Court Judicial Committee on December 23, 2020)

Specific amendment) Content:

1. Modify Article 2 to: "If a shareholder filed a lawsuit for dissolution of the company and applied for the people's court to liquidate the company, the people's court will not accept the liquidation application submitted by him. The people's court may inform the plaintiff that after the people's court decides to dissolve the company, it will organize the liquidation on its own or apply to the people's court to liquidate the company in accordance with Article 70 of the Civil Code, Article 183 of the Company Law and Article 7 of these Provisions, and organize the liquidation on its own or apply to the people's court to liquidate the company separately."

　　2. Modify Article 7 to : "The company shall establish a liquidation group within 15 days from the date of the occurrence of the reason for dissolution in accordance with Article 70 of the Civil Code and Article 183 of the Company Law, and begin liquidation on its own.

　　If a creditor, shareholder, director, or other interested party applies to the People's Court to designate a liquidation group for liquidation, the People's Court shall accept it:

　(I) If the company is dissolved within the deadline, the liquidation group will not be established for liquidation. ;

　　(II) Although a liquidation group is established, it deliberately delays liquidation;

　(III) Illegal liquidation may seriously damage the interests of creditors or shareholders. "

3. Article 9 is amended to: " If the members of the liquidation group designated by the People's Court are in any of the following circumstances, the People's Court may change the members of the liquidation group based on the application of the creditor, company shareholder, director or other interested parties, or in accordance with their powers:

　　　　　　　　　　　　Article 24 be modified to: 　　　　　　　　　　　　　　　　　　Article 24 be modified to: 　　　　　　　　　　　　　　　　　　　　　　　　　　　Article 24 be modified to: 　　　　　　　　　　　　　　　� If the actual investor and the nominal shareholder have a dispute over the validity of the contract, if there is no invalid situation as stipulated by law, the people's court shall determine that the contract is valid.

　If the actual investor and the nominal shareholder as stipulated in the preceding paragraph have a dispute over the ownership of investment rights and interests, and the actual investor claims rights from the nominal shareholder on the grounds that he actually fulfilled his capital contribution obligations, the people's court shall support it. If the nominal shareholder denies the actual investor's rights on the grounds that the company's shareholder list and the company registration authority registers, the people's court will not support it.

　If the actual investor requests the company to change shareholders, issue a capital contribution certificate, record it in the shareholder list, record it in the company's articles of association and register it by the company registration authority without the consent of more than half of the other shareholders of the company, the people's court will not support it.”

　　　4. Change Article 25 to: " If the nominal shareholder transfers, pledges or disposes of the equity registered under his or her name, and the actual investor requests to determine that the disposal of the equity is invalid on the grounds that he or she enjoys actual rights to the equity, the people's court may deal with it in accordance with the provisions of Article 311 of the Civil Code.

　If a nominal shareholder disposes of equity and causes losses to the actual investor, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people's court shall support it. ”

　　　5. Article 27 is modified to: " If the equity has not yet been transferred to the company registration authority for change of registration, and the original shareholder will still register in his name to transfer, pledge or dispose of the equity in his name. On the grounds that he enjoys actual rights to the equity, the people's court may deal with it in accordance with the provisions of Article 311 of the Civil Code.

　If the original shareholder disposes the equity and causes losses to the transferee shareholder, the transferee shareholder requests the original shareholder to bear the liability for compensation, and bears corresponding responsibilities for directors, senior management personnel or actual controllers who are at fault for failing to handle the change registration in a timely manner, the people's court shall support it; if the transferee shareholder is also at fault for failing to handle the change registration in a timely manner, the responsibilities of the above-mentioned directors, senior management personnel or actual controllers may be appropriately reduced. ”

Judicial Interpretation (III)Full text after amendment:

To correctly apply the Company Law of the People's Republic of China, and in combination with trial practice, the following provisions are made on the application of legal issues in dispute cases such as company establishment, capital contribution, and equity confirmation.

　　　　　　A person who signs the company's articles of association, subscribes capital contribution or shares from the company and performs the company's establishment duties shall be identified as the promoters of the company, including shareholders at the time of establishment of a limited liability company.

　　Article 2 If the initiator signs a contract with the outside in his own name in order to establish a company, and the counterparty of the contract requests the initiator to bear the contract responsibility, the People's Court shall support ; if the counterparty of the contract requests the company to bear the contract responsibility after the company is established, the people's court shall support it.

Article 3 If the initiator signs a contract with the outside in the name of the company in the establishment, and the counterparty of the contract requests the company to bear the contract responsibility after the company is established, the people's court shall support it.

　After the company is established, there is evidence to prove that the promoter signs a contract with the counterparty for his own interests in the name of the company in the establishment, and the company claims not to bear the contract responsibility on this ground, the people's court shall support it, except where the counterparty is in good faith.

　 Article 4 The company is not established for some reason and the creditor requests all or part of the promoters to bear joint and several liability for the expenses and debts incurred in the establishment of the company, the people's court shall support it.

　If some promoters assume responsibility in accordance with the provisions of the preceding paragraph and request other promoters to share the burden, the people's court shall order other promoters to share the responsibility in accordance with the agreed proportion of liability; if there is no agreed proportion of liability, the liability shall be shared according to the agreed proportion of capital contribution; if there is no agreed proportion of capital contribution, the liability shall be shared according to the equal share.

　　If the company is not established due to the fault of some promoters and other promoters claim that they bear the expenses and debts incurred in the establishment of the act, the people's court shall determine the scope of liability of the party at fault based on the fault situation.

　　 Article 5 promoters cause damage to others due to performing the company's establishment duties, and after the company is established, the people's court shall support it; if the company is not established and the victim requests all promoters to bear joint and several liability for compensation, the people's court shall support it.

　　After the company or the promoter who is not at fault bears compensation liability, they may seek compensation from the promoter at fault.

　　Article 6 If the subscriber of Co., Ltd. fails to pay the shares of the subscribed shares on time, and after being prompted by the company's promoter, the people's court shall determine that the fundraising act is valid.If the subscriber delays payment of shares, and the company requests the subscriber to bear the liability for compensation, the people's court shall support it.

　　Article 7 If the investor contributes capital with property that does not enjoy the right of disposal, and the parties have disputes over the effectiveness of the capital contribution, the people's court may refer to the provisions of Article 311 of the Civil Code of to determine it.

　If you obtain equity after investing in the currency of illegal and criminal proceeds such as embezzlement, bribery, embezzlement, and misappropriation, and when the illegal and criminal acts are investigated and punished, the equity shall be disposed of by auction or sale.

　　 Article 8 If the investor contributes capital by allocating land use rights or using land use rights to set the right to be borne, and the company, other shareholders or company creditors claim that the investor fails to fulfill the capital contribution obligation, the people's court shall order the parties to go through the land change procedures or lift the rights burden within the specified reasonable period; if the time limit is not processed or not terminated, the people's court shall determine that the investor fails to fully fulfill the capital contribution obligation in accordance with the law.

　　 Article 9 If the investor contributes non-monetary property and fails to evaluate the valuation in accordance with the law, and the company, other shareholders or company creditors request that the investor fail to fulfill the capital contribution obligation, the people's court shall entrust a legally qualified appraisal institution to evaluate the property. If the price determined by the assessment is significantly lower than the price set in the company's articles of association, the people's court shall determine that the investor has failed to fully fulfill its capital contribution obligations in accordance with the law.

Article 10 If the investor contributes capital with property rights, land use rights or intellectual property rights that require ownership registration, and has been delivered to the company for use but has not completed the ownership change procedures, and the company, other shareholders or company creditors claim that the investor has not fulfilled the capital contribution obligation, the people's court shall order the parties to go through the ownership change procedures within the specified reasonable period; if the owner changes the ownership procedures within the aforementioned period, the people's court shall determine that he has fulfilled the capital contribution obligation; if the investor claims that he has enjoyed the corresponding shareholder rights from the time he actually delivered the property to the company for use, the people's court shall support it.

　　If the property capital contribution specified in the previous paragraph of the investor has completed the ownership change procedures but has not been delivered to the company for use, and the company or other shareholders claim that they will deliver it to the company and do not enjoy the corresponding shareholder rights before the actual delivery, the people's court shall support it.

Article 11 If the investor contributes capital with equity in other companies and meets the following conditions, the people's court shall determine that the investor has fulfilled its capital contribution obligation:

　　(1) The equity invested is legally held by the investor and can be transferred in accordance with the law;

　(2) The equity invested has no rights defects or burdens on rights;

　(3) The investor has completed the statutory procedures for equity transfer;

　(4) The equity invested has been value-evaluated in accordance with the law.

　　If the equity investment does not comply with the provisions of items (1), (2) and (3) of the preceding paragraph, and the company, other shareholders or company creditors request that the investor fail to fulfill the capital contribution obligation, the people's court shall order the investor to take corrective measures within the specified reasonable period to meet the above conditions; if the correction is not made within the deadline, the people's court shall determine that he has not fully fulfilled the capital contribution obligation in accordance with the law.

　　If the equity investment does not comply with the provisions of paragraph 1, item (4) of this article, and the company, other shareholders or company creditors request that the investor fail to fulfill its capital contribution obligations, the people's court shall handle it in accordance with the provisions of Article 9 of these Regulations.

Article 12 After a company is established, if the company, shareholder or company creditor requests to determine that the shareholder withdraws capital on the grounds that the behavior of the relevant shareholder is in accordance with one of the following circumstances and damages the rights and interests of the company, the people's court shall support it:

　　(1) Produce false financial accounting statements to inflate profits and distribute;

　(2) Transfer the capital by fabricating a debt-to-debtor relationship;

　(3) Transfer the capital by using related transactions;

　(4) Other acts of withdrawing capital without legal procedures.

　　 Article 13 If a shareholder fails to fulfill or fails to fully fulfill his capital contribution obligations, and the company or other shareholders request that he or she fully fulfill his capital contribution obligations to the company in accordance with the law, the people's court shall support it.

If a company's creditor requests shareholders who fail to fulfill or fully fulfill their capital contribution obligations to bear supplementary compensation liability for the part of the company's debts that cannot be paid within the scope of unpaid capital interest, the people's court shall support it; if shareholders who fail to fulfill or fully fulfill their capital contribution obligations have already assumed the above responsibilities and other creditors make the same request, the people's court shall not support it.

　If a shareholder fails to perform or fully performs his capital contribution obligations when the company is established, and the plaintiff who filed a lawsuit in accordance with the first or second paragraph of this article requests the company's promoter and the defendant shareholder to bear joint and several liability, the people's court shall support it; after the company's promoter assumes responsibility, he may seek compensation from the defendant shareholder.

　If a shareholder fails to fulfill or fully performs the capital contribution obligations when the company increases its capital, and the plaintiff who filed a lawsuit in accordance with the first paragraph or the second paragraph of this article requests that the directors and senior management personnel who have not paid up their capital contributions bear corresponding responsibilities in the case of the obligations stipulated in the first paragraph of Article 147, paragraph 1 of the Company Law, the people's court shall support it; after the directors and senior management personnel assume responsibility, they may seek compensation from the defendant shareholders.

　　Article 14 If a shareholder withdraws his capital and the company or other shareholders request that he or she return capital interest to the company and assist other shareholders, directors, senior management personnel or actual controllers who withdraw capital shall bear joint and several liability for this, the people's court shall support it.

If the company's creditor requests the withdrawal of the capital to bear additional compensation liability for the part of the company's debts that cannot be paid within the scope of the withdrawal of capital and interest, and other shareholders, directors, senior management personnel or actual controllers who assist in the withdrawal of the capital to bear joint and several liability for this, the people's court shall support it; if the shareholders who withdrawal of the capital to bear the above responsibilities and other creditors make the same request, the people's court shall not support it.

　　 Article 15 After the investor contributes non-monetary property that meets the statutory conditions, the company, other shareholders or company creditors request the investor to assume the responsibility for supplementary capital contribution, the people's court will not support it. However, this does not apply if the parties have otherwise agreed.

　　 Article 16 If a shareholder fails to fulfill or fully performs his capital contribution obligation or withdraws capital contribution, the company imposes corresponding reasonable restrictions on his shareholder rights such as the right to make a profit distribution right, the right to give priority to new shares, the right to distribute residual property, and other shareholder rights in accordance with the company's articles of association or the resolution of the shareholders' meeting. If the shareholder requests to determine that the restriction is invalid, the people's court will not support it.

　　Article 17 If the shareholder of a limited liability company fails to fulfill its capital contribution obligation or withdraws all capital contributions, and after being reminded by the company, he still fails to pay or return the capital contribution within a reasonable period, and the company terminates the shareholder's shareholder qualification by the shareholders' meeting resolution. If the shareholder requests to confirm that the termination act is invalid, the people's court will not support it.

　　In the circumstances stipulated in the preceding paragraph, the people's court shall make a judgment that the company shall promptly handle the statutory capital reduction procedures or other shareholders or third parties shall pay the corresponding capital contribution. Before completing the statutory capital reduction procedures or other shareholders or third parties pay the corresponding capital contribution, if the company's creditor requests the relevant parties to bear the corresponding liability in accordance with Article 13 or Article 14 of these Regulations, the people's court shall support it.

　　 Article 18 A shareholder of a limited liability company transfers equity if it fails to perform or fully performs its capital contribution obligations. If the transferee knows or should know about it, and the company requests the shareholder to fulfill its capital contribution obligations and the transferee bears joint and several liability for it, the people's court shall support it; if the company's creditor filed a lawsuit with the shareholder in accordance with Article 13, paragraph 2 of these Regulations and requests the aforementioned transferee to bear joint and several liability for it, the people's court shall support it.

　If the transferee assumes responsibility in accordance with the provisions of the preceding paragraph and seeks compensation from the shareholder who has not fulfilled or has not fully fulfilled the capital contribution obligation, the people's court shall support it.However, this does not apply if the parties have otherwise agreed.

　　Article 19If a company shareholder fails to fulfill or fully performs his capital contribution obligation or withdraws capital contribution, and the company or other shareholders request that he or she fully perform his capital contribution obligation or return capital contribution to the company, and the defendant shareholder defends on the grounds of limitations, the people's court will not support it.

The creditor's claim of a company creditor has not passed the limitation period, and the shareholder who fails to fulfill or fully fulfills the capital contribution obligation or withdraws the capital contribution shall bear the liability for compensation in accordance with the provisions of Article 13, Paragraph 2 and Paragraph 2 of these Regulations, and the People's Court will not support it.

　　Article 20 If a dispute arises between the parties regarding whether the capital contribution obligation has been fulfilled and the plaintiff provides evidence of reasonable doubts about the shareholder's performance of the capital contribution obligation, the defendant shareholder shall bear the burden of proof for the performance of the capital contribution obligation.

　　Article 21 If a party sues the people's court for confirmation of its shareholder qualifications, the company shall be regarded as the defendant, and a person with interest in the disputed equity in the case shall participate in the lawsuit as a third party.

　　 Article 22 If a dispute arises between the parties regarding the ownership of equity and one party requests the people's court to confirm that it enjoys equity, it shall prove one of the following facts:

　　(1) Has invested or subscribed capital to the company in accordance with the law and does not violate the mandatory provisions of laws and regulations;

　(2) Has acquired or inherited the company's equity in other forms, and does not violate the mandatory provisions of laws and regulations.

　　Article 23After the parties perform their capital contribution obligations in accordance with the law or continue to acquire shares in accordance with the law, and the company fails to issue a capital contribution certificate, record it in the shareholder register and register the company registration authority in accordance with the provisions of Articles 31 and 32 of the Company Law, and the parties request the company to perform the above obligations, the people's court shall support it.

　　Article 24 The actual investor of the limited liability company and the nominal investor enter into a contract, which stipulates that the actual investor will contribute and enjoy investment rights and interests. If the actual investor and the nominal shareholder have disputes over the validity of the contract, if there is no invalid situation as stipulated by law, the people's court shall determine that the contract is valid.

　　If the actual investor stipulated in the preceding paragraph has a dispute with the nominal shareholder due to the ownership of investment rights and interests, and the actual investor claims rights from the nominal shareholder on the grounds that he has actually fulfilled the capital contribution obligation, the people's court shall support it. If a nominal shareholder denies the rights of the actual investor on the grounds that the company's shareholder list records and the company registration authority registers, the people's court will not support it.

　If the actual investor requests the company to change its shareholders, issue a capital contribution certificate, record it in the shareholder register, record it in the company's articles of association and register it by the company registration authority without the consent of more than half of the other shareholders of the company, the people's court will not support it.

　　 Article 25 If the nominal shareholder of transfers, pledges or disposes of shares registered under his or her name, and the actual investor requests to determine that the disposal of shares is invalid on the grounds that he or she enjoys actual rights to the shares, the people's court may refer to the provisions of Civil Code Article 311 .

　If a nominal shareholder disposes of equity and causes losses to the actual investor, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people's court shall support it.

　　 Article 26 If the creditor of a company requests that the shareholder registered in the company registration authority fail to fulfill the capital contribution obligation and requests that the company's debt cannot be paid for the additional compensation liability within the scope of unpaid capital interest, and the shareholder defends on the grounds that he is only a shareholder in the name rather than the actual investor, the people's court will not support it.

　If a nominal shareholder assumes compensation liability in accordance with the provisions of the preceding paragraph and seeks compensation from the actual investor, the people's court shall support it.

　　Article 27 After the equity transfer has not yet been changed to the company registration authority, and the original shareholder will transfer, pledge or dispose of the equity under his name. If the transferee shareholder requests to determine that the disposal of the equity is invalid on the grounds that he has actual rights to the equity, the people's court may refer to the provisions of Article 311 of the Civil Code of .

　If the original shareholder disposes the equity and causes losses to the transferee shareholder, the transferee shareholder requests the original shareholder to bear the liability for compensation, and bears corresponding responsibilities for directors, senior management personnel or actual controllers who are at fault for failing to handle the change registration in a timely manner, the people's court shall support it; if the transferee shareholder is also at fault for failing to handle the change registration in a timely manner, the responsibilities of the above-mentioned directors, senior management personnel or actual controllers may be appropriately reduced.

　　Article 28 If the person who invests in the name of another person and registers the other person as a shareholder in the company registration authority, the person who registers the person who fails to perform the capital contribution obligation shall bear the corresponding liability; if the company, other shareholders or company creditors request that the shareholder who is registered as a shareholder who is impersonated to bear the liability for compensation for the part of the company's debts on the grounds that they have not fulfilled their capital contribution obligations, the people's court will not support it.

The Supreme People's Court

Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China (IV)

(One of the judicial interpretations revised by Fa Shi [2020] No. 18)

(The 1447th Meeting of the Supreme People's Court Judicial Committee on May 5, 2008 The decision was approved, and the first amendment of the "Decision on Amending the Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China" was revised on February 17, 2014, and the second amendment of the "Decision on Amending the Twenty-Nine Commercial Judicial Interpretations of the Supreme People's Court on Issues of Amending the "Reply of the Supreme People's Court on Issues of whether the Right to Use of State-owned Allocation of Land in Bankruptcy Enterprises should be included in Bankruptcy Property" passed by the 1823rd meeting of the Supreme People's Court Judicial Committee on December 23, 2020)

Specific modification content:

---

. Modify Article 2 to: "The plaintiff who requests the revocation of the resolutions of the shareholders' meeting or shareholders' meeting or board of directors in accordance with Article 85 of the Civil Code and Article 22 of the Company Law shall have the qualifications of the company's shareholders when filing a lawsuit."

. Modify Article 4 to: "Shareholders request the revocation of the resolutions of the shareholders' meeting or shareholders' meeting or board of directors, in accordance with the eighth of the Civil Code. Article 15. If the People's Court stipulates that the second paragraph of Article 22 of the Company Law, the People's Court shall support it, but if the meeting convening procedures or voting methods only have minor flaws and do not have a substantial impact on the resolution, the People's Court will not support it. "

Judicial Interpretation (IV) Full text after amendment:

In order to correctly apply the Company Law of the People's Republic of China, combined with the trial practice of the people's courts, the following provisions are made on the application of legal issues in cases such as the validity of the company resolution, shareholders' right to know, profit distribution rights, priority refusal and shareholder representative litigation.

　　 Article 1 If a company's shareholders, directors, supervisors, etc. request to confirm that the resolutions of the shareholders' meeting or the general meeting of shareholders or the board of directors are invalid or invalid, the people's court shall accept the resolutions in accordance with the law.

　　Article 2 Plaintiffs who request to revoke the resolutions of the shareholders' meeting or shareholders' meeting or board of directors in accordance with Article 85 of the Civil Code of , Article 22, paragraph 2 of the Company Law shall have the qualifications of the company's shareholders when filing a lawsuit.

　　 Article 3 Cases in which the plaintiff requests to confirm that the resolution of the shareholders' meeting or the general meeting of shareholders or the board of directors is invalid, invalid or revoked, the company shall be listed as the defendant. Other interested parties involved in the resolution may be listed as third parties in accordance with the law.

　　Before the end of the first instance court debate, other persons with plaintiff qualifications apply to participate in the litigation stipulated in the preceding paragraph with the same litigation request, they may be listed as co-plaintiffs.

　　 Article 4 If a shareholder requests to revoke the resolution of the shareholders' meeting or shareholders' meeting or board of directors, which complies with the provisions of Article 85 of the Civil Code of and Article 22, paragraph 2 of the Company Law, the people's court shall support it, but if the meeting convening procedure or voting method has only minor flaws and does not have a substantial impact on the resolution, the people's court shall not support it.

　　 Article 5 If the resolution of the shareholders' meeting or shareholders' meeting or board of directors exists in one of the following circumstances, and the parties claim that the resolution is not established, the people's court shall support it:

　(1) If the company has not held a meeting, but a decision may be made directly in accordance with Article 37, paragraph 2 of the Company Law or the company's articles of association, and all shareholders shall sign and seal the decision document. Except for the person who signs and seals the decision document. In addition;

　　(II) The meeting did not vote on the resolution;

　(II) The number of people attending the meeting or the voting rights held by shareholders do not comply with the provisions of the Company Law or the company's articles of association;

　(IV) The voting results of the meeting did not meet the pass ratio stipulated in the Company Law or the company's articles of association;

　(V) Other circumstances that lead to the non-establishment of the resolution.

　　 Article 6 If the resolution of the shareholders' meeting or shareholders' meeting or board of directors is confirmed to be invalid or revoked by the people's court, the civil legal relationship formed by the company with the bona fide counterparty based on the resolution shall not be affected.

　　 Article 7 If a shareholder sues for review or copying company specific documents and materials in accordance with Articles 33, 97 of the Company Law or the company's articles of association, the people's court shall accept the lawsuit in accordance with the law.

　If the company has evidence to prove that the plaintiff specified in the preceding paragraph does not have the qualifications of a company shareholder when filing a lawsuit, the people's court shall dismiss the lawsuit, except where the plaintiff has preliminary evidence to prove that his legitimate rights and interests were damaged during the period of holding the shares and requests to review or copy the company's specific documents and materials during the period of holding the shares in accordance with the law.

　　 Article 8 If a limited liability company has evidence to prove that a shareholder has one of the following circumstances, the People's Court shall determine that the shareholder has the "imperfect purpose" stipulated in Article 33, paragraph 2 of the Company Law:

　　(1) If a shareholder operates himself or operates a business that has a substantial competitive relationship with the company's main business for others, except where otherwise provided in the company's articles of association or agreed by all shareholders;

　(2) If a shareholder reviews the company's accounting books in order to inform others of relevant information, it may damage the company's legitimate interests;

　(3) If a shareholder has reviewed the company's accounting books within three years before the date of request for review to the company, he has informed others of the relevant information to others of the company's accounting books;

　(4) Other circumstances in which the shareholder has improper purpose.

　　 Article 9 The company's articles of association, agreements between shareholders, etc. substantially deprive shareholders of the right to review or copy company documents and materials in accordance with Articles 33 and 97 of the Company Law, and the company refuses shareholders to review or copy on this ground, the people's court will not support it.

　　 Article 10 If the people's court hears a case where shareholders request to review or copy the company's specific documents and materials and supports the plaintiff's claim, it shall clearly review or copy the time, place and list of specific documents and materials of the company's specific documents and materials in the judgment.

If a shareholder reviews the company's documents and materials based on the effective judgment of the People's Court, in the presence of the shareholder, it may be assisted by accountants, lawyers, etc. who are responsible for confidentiality in accordance with the law or in accordance with the practice code of practice.

　　 Article 11 If a shareholder discloses the company's business secrets after exercising his right to know, resulting in damage to the company's legitimate interests and the company requests the shareholder to compensate for the relevant losses, the people's court shall support it.

　　According to Article 10 of these Regulations, accountants, lawyers, etc. who assist shareholders in reviewing company documents and materials disclose the company's commercial secrets, resulting in damage to the company's legitimate interests and the company requests them to compensate for the related losses, the people's court shall support it.

　　 Article 12 If the company's directors, senior management personnel, etc. fail to perform their duties in accordance with the law, resulting in the company failing to produce or preserve the company's documents and materials stipulated in Articles 33 and 97 of the Company Law in accordance with the law, causing losses to shareholders, and shareholders request the company's directors and senior management personnel who bear the corresponding responsibility to bear civil compensation liability, the people's court shall support it.

Article 13 In cases where shareholders request the company to distribute profits, the company shall be listed as the defendant.

Before the end of the first instance court debate, if other shareholders request to distribute profits based on the same distribution plan and apply to participate in the litigation, they shall be listed as joint plaintiffs.

　　 Article 14 If a shareholder submits a valid resolution of the shareholders' meeting or shareholders' meeting that states the specific distribution plan, requests the company to distribute profits, and the company refuses to distribute profits and its defense reasons for the inability to execute the resolution are invalid, the people's court shall rule that the company distributes profits to shareholders in accordance with the specific distribution plan stated in the resolution.

　　 Article 15 If a shareholder fails to submit a resolution of the shareholders' meeting or shareholders' meeting that states the specific distribution plan and requests the company to distribute profits, the people's court shall dismiss his lawsuit, except if the abuse of shareholder rights in violation of the law causes the company to distribute profits, causing losses to other shareholders.

　　Article 16 If a natural person shareholder of a limited liability company changes due to inheritance, and other shareholders claim to exercise the right of first refusal in accordance with the provisions of Article 71, paragraph 3 of the Company Law, the people's court will not support it, except where otherwise provided by the company's articles of association or agreed by all shareholders.

　　Article 17 A shareholder of a limited liability company shall notify other shareholders for consent in writing or other reasonable means that can be confirmed and received. If more than half of the other shareholders do not agree to the transfer and the shareholders who do not agree to the purchase, the people's court shall deem it as agreeing to the transfer.

　If the equity transferred with the consent of the shareholder, and other shareholders claim that the transfer of the shareholder shall notify the same conditions for the transfer of the equity in writing or other reasonable means that can be confirmed, the people's court shall support it.

　　If the equity transferred with the consent of the shareholder and other shareholders other than the transfer shareholder claim to be preferred for purchase under the same conditions, the people's court shall support it, except where the transfer shareholder waives the transfer in accordance with Article 20 of these Regulations.

　　Article 18 When judging whether it meets the "equal conditions" referred to in Article 71, paragraph 3 of the Company Law and these provisions, the people's court shall consider the quantity, price, payment method and term of the transfer of equity.

　　Article 19 If a shareholder of a limited liability company claims to give priority to the purchase and transfer of equity, he shall submit a purchase request within the exercise period stipulated in the company's articles of association after receiving the notice. If the company's articles of association do not stipulate the exercise period or the provisions are unclear, the period determined by the notice shall prevail. If the period determined by the notice is less than 30 days or the period not specified by the exercise period, the exercise period shall be 30 days.

　　 Article 20 If a transfer shareholder of a limited liability company does not agree to the transfer of equity after other shareholders claim to purchase first, the People's Court will not support the claim that other shareholders preferential purchase first, except where otherwise provided by the company's articles of association or agreed by all shareholders. If other shareholders claim that the transfer shareholders compensate for their losses is reasonable, the people's court shall support it.

　　 Article 21 If a shareholder of a limited liability company transfers equity to a person other than a shareholder, fails to solicit other shareholders' opinions on the transfer of equity, or uses fraud, malicious collusion and other means to damage other shareholders' right of first refusal, and other shareholders claim to purchase the transferred equity in accordance with the same conditions, the people's court shall support it, except if other shareholders do not claim within 30 days from the date of knowing or should knowing the same conditions for exercising the right of first refusal, or exceeding one year from the date of registration of equity change.

　　Other shareholders specified in the preceding paragraph only make requests to confirm the equity transfer contract and the validity of equity changes, and do not claim to purchase and transfer equity according to the same conditions at the same time, the People's Court will not support it, but other shareholders are unable to exercise the right of first refusal due to their own reasons, except for those who request compensation for damages.

If an equity transferee other than a shareholder cannot achieve the purpose of the contract due to the shareholder's exercise of the right of first refusal, he may request the transfer shareholder to bear the corresponding civil liability in accordance with the law.

　　 Article 22 If the equity of a limited liability company is transferred to a person other than a shareholder through auction, the "written notice", "notification" and "equal conditions" stipulated in Article 71, paragraph 2, paragraph 3 or Article 72 of the Company Law shall be determined in accordance with relevant laws and judicial interpretations.

When a property rights trading venue established in accordance with the law transfers state-owned equity of a limited liability company, the "written notice", "notification" and "equal conditions" stipulated in Article 71, paragraph 2, paragraph 3 or Article 72 of the Company Law may refer to the trading rules of the property rights trading venue.

　　Article 23 If the supervisory board or the supervisory board of directors or senior management personnel file a lawsuit against directors and senior management personnel in accordance with the provisions of Article 151, paragraph 1 of the Company Law, the company shall be listed as the plaintiffs, and the chairman of the supervisory board or the supervisor of the limited liability company of which does not have a supervisory board shall conduct a lawsuit on behalf of the company in accordance with the law.

　If the executive director of the board of directors or a limited liability company without a board of directors file a lawsuit against the supervisor in accordance with the provisions of Article 151, paragraph 1 of the Company Law, or file a lawsuit against others in accordance with the provisions of Article 151, paragraph 3 of the Company Law, the company shall be listed as the plaintiff, and the chairman or executive director shall conduct a lawsuit on behalf of the company in accordance with the law.

　　 Article 24 If a shareholder who meets the conditions stipulated in the first paragraph of Article 151 of the Company Law directly filed a lawsuit against directors, supervisors, senior management personnel or others in accordance with the provisions of Article 151 of the Company Law, the company shall be listed as a third party in the litigation.

　　Before the end of the first instance court debate, other shareholders who meet the conditions stipulated in the first paragraph of Article 151 of the Company Law shall apply to participate in the lawsuit with the same litigation request, they shall be listed as joint plaintiffs.

　　 Article 25 In cases where shareholders file a lawsuit directly in accordance with Article 151, paragraph 2 and paragraph 3 of the Company Law, the winning interest belongs to the company. If a shareholder requests the defendant to bear civil liability directly to him, the people's court will not support it.

　　Article 26 If a shareholder files a lawsuit directly in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law, and his litigation request is partially or completely supported by the People's Court, the company shall bear the reasonable expenses paid by the shareholder for participating in the litigation.

　　Article 27 These provisions shall come into force on September 1, 2017.

　　This provision shall apply to cases that have not been finalized after the implementation of these regulations; these provisions shall not apply to cases that have been finalized before the implementation of these regulations, or cases that have been retried by the trial supervision procedure.

The Supreme People's Court

Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China (V)

(One of the judicial interpretations revised by Fa Shi [2020] No. 18)

(approved at the 1447th meeting of the Judicial Committee of the Supreme People's Court on May 5, 2008, and was amended for the first time in accordance with the "Decision on Amending the Provisions Concerning the Application of the Company Law of the People's Republic of China" at the 1607th Meeting of the Judicial Committee of the Supreme People's Court on February 17, 2014, and was revised for the first time, and was based on the Supreme People's Law on December 23, 2020 The second amendment of the "Supreme People's Court's Decision on Amending the Twenty-Nine Commercial Judicial Interpretations of the Supreme People's Court on Issues of whether the State-owned Allocation of Land Use Rights in Bankruptcy Enterprises should be included in Bankruptcy Property" passed by the 1823rd meeting of the Court's Judicial Committee)

Specific modification content:

---

. Modify the first article to: "A related transaction harms the interests of the company, and the plaintiff's company requests the controlling shareholder, actual controller, directors, supervisors, and senior management to compensate for the losses caused by the losses caused by the provisions of Article 84 of the Civil Code and Article 21 of the Company Law. The defendant only defends the transaction on the grounds that the transaction has performed information disclosure and has been approved by the shareholders' meeting or the general meeting of shareholders, or the procedures stipulated by the company's articles of association, The People's Court does not support it.

　If a company fails to file a lawsuit, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 and paragraph 1 of the Company Law may file a lawsuit with the People's Court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law. "

　2. Modify Article 2 to: " If the related transaction contract is invalid, revocable or does not take effect to the company, and the company does not sue the counterparty of the contract, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 of the Company Law may file a lawsuit with the People's Court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law. "
　

　3. Modify Article 4 to: " Shareholders' meeting of distributing profits Or after the resolution of the shareholders' meeting is made, the company shall complete the profit distribution within the time stated in the resolution. If the resolution does not state the time, the provisions of the company's articles of association shall prevail. If the time stipulated in the resolution or the articles of association is not specified, or the time exceeds one year, the company shall complete the profit distribution within one year from the date of the resolution.

　If the completion time of the profit distribution stated in the resolution exceeds the time stipulated in the company's articles of association, shareholders may request the people's court to revoke the provisions on the time in the resolution in accordance with Article 85 of the Civil Code and Article 22 of the Company Law. "

Judicial Interpretation (V) Full text after amendment:

To correctly apply the "Company Law of the People's Republic of China" and combine the trial practice of the people's courts, the following provisions are made on the application of legal issues in dispute cases such as shareholders' rights protection.

　　 Article 1 Related transactions harm the interests of the company, and the plaintiff's company requests the controlling shareholder, actual controller, directors, supervisors, and senior management to compensate for the losses caused by compensation in accordance with Article 84 of the Civil Code of HTML and Article 21 of the Company Law of HTML, and Article 21 of the Company Law. The People's Court will not support it if the transaction has only made the case that the transaction has fulfilled the procedures stipulated by laws, administrative regulations or the company's articles of association such as information disclosure and has been approved by the shareholders' meeting or the general meeting of shareholders, the people's court will not support it.

If a company fails to file a lawsuit, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 of the Company Law may file a lawsuit with the people's court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law.

　　 Article 2 If an associated transaction contract is invalid, revocable or ineffective to the company, and the company does not sue the counterparty of the contract, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 and paragraph 3 of the Company Law may file a lawsuit with the people's court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law.

　　Article 3 If a director is removed from his post by a valid resolution of the shareholders' meeting or the general meeting of shareholders before the expiration of his term of office, and his claim that the termination will not take effect shall not be supported by the people's court.

　If a director's position is terminated and a dispute with the company for compensation is filed, the people's court shall, in accordance with the provisions of laws, administrative regulations, company articles of association or contractual agreements, comprehensively consider the reasons for the termination, remaining term of office, director's compensation and other factors to determine whether to compensate and a reasonable amount of compensation.

　　Article 4　After the resolution of the shareholders' meeting or shareholders' meeting to distribute profits is made, the company shall complete the profit distribution within the time stated in the resolution. If the resolution does not specify the time, the company's articles of association shall prevail. If the time is not specified in the resolution or the articles of association or the time exceeds one year, the company shall complete the profit distribution within one year from the date of the resolution.

If the profit distribution completion time stated in the resolution exceeds the time stipulated in the company's articles of association, shareholders may request the people's court to revoke the provisions of the resolution on the time in accordance with Article 85 of the Civil Code of and Article 22 of the Company Law.

　　Article 5 When the people's court hears major differences involving shareholders of a limited liability company, it shall pay attention to mediation. If the parties agree to resolve differences in the following ways and do not violate the mandatory provisions of laws and administrative regulations, the people's court shall support it:

　　(1) The company repurchases some shareholder shares;

　　(2) Other shareholders acquire some shareholder shares;

　　(3) Others acquire some shareholder shares;

　　(4) The company reduces capital;

　　(5) The company's division;

　　(6) Other ways that can resolve differences, restore the normal operation of the company, and avoid the company's dissolution.

　　 Article 6 These regulations shall come into effect on April 29, 2019.

　　This provision shall apply to cases that have not been finalized after the implementation of these regulations; these provisions shall not apply to cases that have been finalized before the implementation of these regulations, or cases that have been retried by the trial supervision procedure.

If the judicial interpretations previously issued by this court are inconsistent with these provisions, these provisions shall prevail.

　　Article 8 People's court shall promptly designate relevant personnel to form a liquidation group when accepting company liquidation cases.

　　Members of the liquidation group may be generated from the following personnel or institutions:

　　(I) Company shareholders, directors, supervisors, and senior management personnel;

　　(II) Social intermediary institutions such as law firms, accounting firms, bankruptcy liquidation firms established in accordance with the law;

　　(I) Personnel with relevant professional knowledge and obtained professional qualifications in law law firms, accounting firms, bankruptcy liquidation firms established in accordance with the law.

Article 9 If a member of the liquidation group designated by the People's Court is in any of the following circumstances, the People's Court may, upon the application of the creditor, the company's shareholders, directors or other interested parties, replace the member of the liquidation group according to the application of the creditor, the company's shareholders, directors or other interested parties:

　　 (I) Acts that violate laws or administrative regulations;

　 (II) Acts that seriously damage the interests of the company or creditors.

　　Article 10 Before the company has completed the liquidation in accordance with the law and the cancellation of the registration is processed, the civil lawsuits of the relevant company shall be carried out in the name of the company.

If a company establishes a liquidation group, the person in charge of the liquidation group shall represent the company to participate in the litigation; if the liquidation group has not been established, the original legal representative shall represent the company to participate in the litigation.

　　Article 11 When a company is liquidated, the liquidation group shall notify all known creditors of the company's dissolution and liquidation matters in writing in accordance with Article 185 of the Company Law, and announce it in the national or provincial newspapers at the place of registration based on the company's scale and business area.

　　If the liquidation group fails to perform the notice and announcement obligations in accordance with the provisions of the preceding paragraph, resulting in the creditor failing to declare the claims in a timely manner and failing to repay, and the creditor claims that the members of the liquidation group bear liability for the losses caused by this, the people's court shall support it in accordance with the law.

　　Article 12　 When a company is liquidated, if the creditor has objection to the claims approved by the liquidation group, he or she may request the liquidation group to re-approve it. If the liquidation group does not re-approve, or the creditor still has objections to the re-approved creditor's claim and the creditor filed a lawsuit with the people's court as the defendant and requested confirmation, the people's court shall accept it.

Article 13 If the creditor fails to declare his claim within the prescribed time limit and makes additional declarations before the end of the company's liquidation procedure, the liquidation group shall register.

　The end of the company's liquidation procedure refers to the completion of the liquidation report by the shareholders' meeting, the general meeting of shareholders or the people's court.

　　Article 14 The creditor's additional declaration of claims may be paid in accordance with the law in the company's undistributed property. If the company's property has not been allocated yet cannot be fully paid off, and if the creditor claims that the shareholder shall repay the property he has obtained in the distribution of the remaining property, the people's court shall support it; except where the creditor fails to declare the claim within the prescribed time limit due to major fault.

　If a creditor or liquidation group submits an application for bankruptcy liquidation to the people's court on the grounds that the company has not distributed its property and the property that the shareholders have obtained in the distribution of remaining property and cannot fully repay the additional declared claims, the people's court will not accept it.

　　 Article 15 If the company liquidates itself, the liquidation plan shall be submitted to the shareholders' meeting or the shareholders' meeting for confirmation; if the people's court organizes the liquidation, the liquidation plan shall be submitted to the people's court for confirmation. The liquidation group shall not implement unconfirmed liquidation plans.

　　If the execution of an unconfirmed liquidation plan causes losses to the company or creditors, and the company, shareholders, directors, other interested parties or creditors claim that members of the liquidation group bear the liability for compensation, the people's court shall support it in accordance with the law.

　　Article 16 If the people's court organizes liquidation, the liquidation group shall complete the liquidation within six months from the date of its establishment.

If the liquidation cannot be completed within six months due to special circumstances, the liquidation group shall apply to the people's court for an extension.

　　Article 17 If the liquidation group designated by the People's Court finds that the company's property is insufficient to repay its debts, it may negotiate with the creditors to prepare a relevant debt repayment plan.

If the debt repayment plan is confirmed by all creditors and does not harm the interests of other interested parties, the people's court may approve it according to the application of the liquidation group. After the liquidation group repays the debts in accordance with the liquidation plan, it shall apply to the people's court to rule to terminate the liquidation procedure.

If the creditor refuses to confirm the debt repayment plan or the people's court does not recognize it, the liquidation group shall apply to the people's court for bankruptcy declaration in accordance with the law.

　　Article 18　 shareholders of a limited liability company, directors and controlling shareholders of a joint-stock company fail to establish a liquidation group within the statutory period to start liquidation, resulting in depreciation, loss, damage or loss of the company's property, and the creditor claims that they bear the liability for compensation for the company's debts within the scope of the loss, the people's court shall support it in accordance with the law.

　　If shareholders of a limited liability company, directors and controlling shareholders of joint-stock companies fail to perform their obligations, resulting in the loss of the company's main property, account books, important documents, etc. and cannot be liquidated. If the creditor claims that they bear joint and several liability for the company's debts, the people's court shall support it in accordance with the law.

　　The above situation is caused by the actual controller. If the creditor claims that the actual controller bears corresponding civil liability for the company's debts, the people's court shall support it in accordance with the law.

　　 Article 19 shareholders of a limited liability company, directors and controlling shareholders of a joint-stock company, and the actual controller of the company maliciously dispose of the company's property caused losses to the creditors after the company is dissolved, or they use a false liquidation report to deceive the company registration authority to apply for the cancellation of the legal person with a false liquidation report, and the creditor claims that they bear corresponding compensation liability for the company's debts, the people's court shall support it in accordance with the law.

　　 Article 20 The dissolution of a company shall apply for cancellation registration after the liquidation is completed in accordance with the law. If the company cancels the registration without liquidation, resulting in the company being unable to conduct liquidation and the creditor claims that the shareholders of the limited liability company, the directors and controlling shareholders of the joint stock company, and the actual controller of the company are liable for repayment of the company's debts, the people's court shall support it in accordance with the law.

　　If a company cancels the registration without liquidation in accordance with the law, and the shareholder or a third party promises to bear responsibility for the company's debts when handling the registration of the company at the company registration authority, and the creditor claims that he bears corresponding civil liability for the company's debts, the people's court shall support it in accordance with the law.

　　 Article 21 If the shareholders of a limited liability company that should bear the liability in accordance with the provisions of Article 18 and Article 20 and paragraph 1 of these Regulations, the directors and controlling shareholders of a joint-stock company, and the actual controller of the company are more than two, and one or several of them bear civil liability in accordance with the law, and after claiming that other personnel share the liability according to the size of the fault, the people's court shall support it in accordance with the law.

　　 Article 22 When a company is dissolved, all capital contributions that the shareholders have not paid yet should be used as liquidation property. The shareholders have not paid yet, including the unpaid capital contributions that should be paid at due, and the capital contributions that have not yet expired in installments in accordance with Articles 26 and 80 of the Company Law.

When the company's property is insufficient to repay the debt, if the creditor claims that the unpaid shareholders, as well as other shareholders or promoters at the time of the company's establishment, shall bear joint and several liability for the company's debts within the scope of unpaid capital, the people's court shall support it in accordance with the law.

　　 Article 23 When a member of the liquidation group engages in liquidation affairs, he causes losses to the company or creditors in violation of laws, administrative regulations or the company's articles of association, and the company or creditor claims that he or she bears the liability for compensation, the people's court shall support it in accordance with the law.

　　If a shareholder of a limited liability company or a shareholder who holds more than one percent of the company's shares individually or in total for more than 180 consecutive days, in accordance with the provisions of Article 151, paragraph 3 of the Company Law, and file a lawsuit with the people's court on the grounds that the members of the liquidation group have committed the acts described in the preceding paragraph, the people's court shall accept it.

　　If the company has been liquidated and cancelled, and the above-mentioned shareholders refer to the provisions of Article 151, paragraph 3 of the Company Law and file a lawsuit directly with the people's court with members of the liquidation group as defendants and other shareholders as third parties, the people's court shall accept the lawsuit.

　　Article 24 Cases of dissolution of company litigation and company liquidation cases shall be under the jurisdiction of the People's Court of the company's domicile. The company's domicile refers to the location of the company's main office. If the location of the company's office is unclear, the people's court of the place of registration shall be under the jurisdiction of the People's Court of the place of registration.

　　The grassroots people's courts are under the jurisdiction of the company registration authorities of county, county-level cities or districts to approve the registration of companies and company liquidation cases; the intermediate people's courts are under the jurisdiction of the company registration authorities of district, prefecture-level cities and cities and above to approve the registration of companies and company liquidation cases.

The Supreme People's Court

Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III)

(One of the judicial interpretations revised by Fa Shi [2020] No. 18)

(approved at the 1447th meeting of the Judicial Committee of the Supreme People's Court on May 5, 2008, and was revised for the first time in accordance with the "Decision on Amending the Provisions Concerning the Application of the Company Law of the People's Republic of China" at the 1607th Meeting of the Judicial Committee of the Supreme People's Court on February 17, 2014, and was revised for the first time, according to the 202 The second amendment of the "Supreme People's Court's Decision on Amending the Twenty-Nine Commercial Judicial Interpretations of the Supreme People's Court on Issues of whether the State-owned Allocation of Land Use Rights in Bankruptcy Enterprises should be included in Bankruptcy Property" passed by the 1823rd meeting of the Judicial Committee of the Supreme People's Court on December 23, 0)

Specific modification content:

---

. Modify Article 2 to: "If the initiator signs a contract with the outside world in his own name in order to establish a company and the counterparty of the contract requests the initiator to bear the contract responsibility, the people's court shall support it; if the counterparty of the contract requests the company to bear the contract responsibility after the company is established, the people's court shall support it . ”

　　　　　　　　　　　　　　　　　　　　　　Article 7 be modified to: 　　If the investor contributes capital with property that does not have the right to dispose of the right of disposal, and the parties have disputes over the effectiveness of the capital contribution, the people's court may refer to the provisions of Article 311 of the Civil Code to determine it.

　　If the equity is obtained after the money from the proceeds of illegal crimes such as embezzlement, bribery, embezzlement, and misappropriation, the illegal and criminal acts shall be investigated and punished, and the equity shall be disposed of by auction or sale. ”

　　　　　　　　　　　　Article 24 be modified to: 　　　　　　　　　　　　　　　　　　Article 24 be modified to: 　　　　　　　　　　　　　　　　　　　　　　　　　　　Article 24 be modified to: 　　　　　　　　　　　　　　　� If the actual investor and the nominal shareholder have a dispute over the validity of the contract, if there is no invalid situation as stipulated by law, the people's court shall determine that the contract is valid.

　If the actual investor and the nominal shareholder as stipulated in the preceding paragraph have a dispute over the ownership of investment rights and interests, and the actual investor claims rights from the nominal shareholder on the grounds that he actually fulfilled his capital contribution obligations, the people's court shall support it. If the nominal shareholder denies the actual investor's rights on the grounds that the company's shareholder list and the company registration authority registers, the people's court will not support it.

　If the actual investor requests the company to change shareholders, issue a capital contribution certificate, record it in the shareholder list, record it in the company's articles of association and register it by the company registration authority without the consent of more than half of the other shareholders of the company, the people's court will not support it.”

　　　4. Change Article 25 to: " If the nominal shareholder transfers, pledges or disposes of the equity registered under his or her name, and the actual investor requests to determine that the disposal of the equity is invalid on the grounds that he or she enjoys actual rights to the equity, the people's court may deal with it in accordance with the provisions of Article 311 of the Civil Code.

　If a nominal shareholder disposes of equity and causes losses to the actual investor, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people's court shall support it. ”

　　　5. Article 27 is modified to: " If the equity has not yet been transferred to the company registration authority for change of registration, and the original shareholder will still register in his name to transfer, pledge or dispose of the equity in his name. On the grounds that he enjoys actual rights to the equity, the people's court may deal with it in accordance with the provisions of Article 311 of the Civil Code.

　If the original shareholder disposes the equity and causes losses to the transferee shareholder, the transferee shareholder requests the original shareholder to bear the liability for compensation, and bears corresponding responsibilities for directors, senior management personnel or actual controllers who are at fault for failing to handle the change registration in a timely manner, the people's court shall support it; if the transferee shareholder is also at fault for failing to handle the change registration in a timely manner, the responsibilities of the above-mentioned directors, senior management personnel or actual controllers may be appropriately reduced. ”

Judicial Interpretation (III)Full text after amendment:

To correctly apply the Company Law of the People's Republic of China, and in combination with trial practice, the following provisions are made on the application of legal issues in dispute cases such as company establishment, capital contribution, and equity confirmation.

　　　　　　A person who signs the company's articles of association, subscribes capital contribution or shares from the company and performs the company's establishment duties shall be identified as the promoters of the company, including shareholders at the time of establishment of a limited liability company.

　　Article 2 If the initiator signs a contract with the outside in his own name in order to establish a company, and the counterparty of the contract requests the initiator to bear the contract responsibility, the People's Court shall support ; if the counterparty of the contract requests the company to bear the contract responsibility after the company is established, the people's court shall support it.

Article 3 If the initiator signs a contract with the outside in the name of the company in the establishment, and the counterparty of the contract requests the company to bear the contract responsibility after the company is established, the people's court shall support it.

　After the company is established, there is evidence to prove that the promoter signs a contract with the counterparty for his own interests in the name of the company in the establishment, and the company claims not to bear the contract responsibility on this ground, the people's court shall support it, except where the counterparty is in good faith.

　 Article 4 The company is not established for some reason and the creditor requests all or part of the promoters to bear joint and several liability for the expenses and debts incurred in the establishment of the company, the people's court shall support it.

　If some promoters assume responsibility in accordance with the provisions of the preceding paragraph and request other promoters to share the burden, the people's court shall order other promoters to share the responsibility in accordance with the agreed proportion of liability; if there is no agreed proportion of liability, the liability shall be shared according to the agreed proportion of capital contribution; if there is no agreed proportion of capital contribution, the liability shall be shared according to the equal share.

　　If the company is not established due to the fault of some promoters and other promoters claim that they bear the expenses and debts incurred in the establishment of the act, the people's court shall determine the scope of liability of the party at fault based on the fault situation.

　　 Article 5 promoters cause damage to others due to performing the company's establishment duties, and after the company is established, the people's court shall support it; if the company is not established and the victim requests all promoters to bear joint and several liability for compensation, the people's court shall support it.

　　After the company or the promoter who is not at fault bears compensation liability, they may seek compensation from the promoter at fault.

　　Article 6 If the subscriber of Co., Ltd. fails to pay the shares of the subscribed shares on time, and after being prompted by the company's promoter, the people's court shall determine that the fundraising act is valid.If the subscriber delays payment of shares, and the company requests the subscriber to bear the liability for compensation, the people's court shall support it.

　　Article 7 If the investor contributes capital with property that does not enjoy the right of disposal, and the parties have disputes over the effectiveness of the capital contribution, the people's court may refer to the provisions of Article 311 of the Civil Code of to determine it.

　If you obtain equity after investing in the currency of illegal and criminal proceeds such as embezzlement, bribery, embezzlement, and misappropriation, and when the illegal and criminal acts are investigated and punished, the equity shall be disposed of by auction or sale.

　　 Article 8 If the investor contributes capital by allocating land use rights or using land use rights to set the right to be borne, and the company, other shareholders or company creditors claim that the investor fails to fulfill the capital contribution obligation, the people's court shall order the parties to go through the land change procedures or lift the rights burden within the specified reasonable period; if the time limit is not processed or not terminated, the people's court shall determine that the investor fails to fully fulfill the capital contribution obligation in accordance with the law.

　　 Article 9 If the investor contributes non-monetary property and fails to evaluate the valuation in accordance with the law, and the company, other shareholders or company creditors request that the investor fail to fulfill the capital contribution obligation, the people's court shall entrust a legally qualified appraisal institution to evaluate the property. If the price determined by the assessment is significantly lower than the price set in the company's articles of association, the people's court shall determine that the investor has failed to fully fulfill its capital contribution obligations in accordance with the law.

Article 10 If the investor contributes capital with property rights, land use rights or intellectual property rights that require ownership registration, and has been delivered to the company for use but has not completed the ownership change procedures, and the company, other shareholders or company creditors claim that the investor has not fulfilled the capital contribution obligation, the people's court shall order the parties to go through the ownership change procedures within the specified reasonable period; if the owner changes the ownership procedures within the aforementioned period, the people's court shall determine that he has fulfilled the capital contribution obligation; if the investor claims that he has enjoyed the corresponding shareholder rights from the time he actually delivered the property to the company for use, the people's court shall support it.

　　If the property capital contribution specified in the previous paragraph of the investor has completed the ownership change procedures but has not been delivered to the company for use, and the company or other shareholders claim that they will deliver it to the company and do not enjoy the corresponding shareholder rights before the actual delivery, the people's court shall support it.

Article 11 If the investor contributes capital with equity in other companies and meets the following conditions, the people's court shall determine that the investor has fulfilled its capital contribution obligation:

　　(1) The equity invested is legally held by the investor and can be transferred in accordance with the law;

　(2) The equity invested has no rights defects or burdens on rights;

　(3) The investor has completed the statutory procedures for equity transfer;

　(4) The equity invested has been value-evaluated in accordance with the law.

　　If the equity investment does not comply with the provisions of items (1), (2) and (3) of the preceding paragraph, and the company, other shareholders or company creditors request that the investor fail to fulfill the capital contribution obligation, the people's court shall order the investor to take corrective measures within the specified reasonable period to meet the above conditions; if the correction is not made within the deadline, the people's court shall determine that he has not fully fulfilled the capital contribution obligation in accordance with the law.

　　If the equity investment does not comply with the provisions of paragraph 1, item (4) of this article, and the company, other shareholders or company creditors request that the investor fail to fulfill its capital contribution obligations, the people's court shall handle it in accordance with the provisions of Article 9 of these Regulations.

Article 12 After a company is established, if the company, shareholder or company creditor requests to determine that the shareholder withdraws capital on the grounds that the behavior of the relevant shareholder is in accordance with one of the following circumstances and damages the rights and interests of the company, the people's court shall support it:

　　(1) Produce false financial accounting statements to inflate profits and distribute;

　(2) Transfer the capital by fabricating a debt-to-debtor relationship;

　(3) Transfer the capital by using related transactions;

　(4) Other acts of withdrawing capital without legal procedures.

　　 Article 13 If a shareholder fails to fulfill or fails to fully fulfill his capital contribution obligations, and the company or other shareholders request that he or she fully fulfill his capital contribution obligations to the company in accordance with the law, the people's court shall support it.

If a company's creditor requests shareholders who fail to fulfill or fully fulfill their capital contribution obligations to bear supplementary compensation liability for the part of the company's debts that cannot be paid within the scope of unpaid capital interest, the people's court shall support it; if shareholders who fail to fulfill or fully fulfill their capital contribution obligations have already assumed the above responsibilities and other creditors make the same request, the people's court shall not support it.

　If a shareholder fails to perform or fully performs his capital contribution obligations when the company is established, and the plaintiff who filed a lawsuit in accordance with the first or second paragraph of this article requests the company's promoter and the defendant shareholder to bear joint and several liability, the people's court shall support it; after the company's promoter assumes responsibility, he may seek compensation from the defendant shareholder.

　If a shareholder fails to fulfill or fully performs the capital contribution obligations when the company increases its capital, and the plaintiff who filed a lawsuit in accordance with the first paragraph or the second paragraph of this article requests that the directors and senior management personnel who have not paid up their capital contributions bear corresponding responsibilities in the case of the obligations stipulated in the first paragraph of Article 147, paragraph 1 of the Company Law, the people's court shall support it; after the directors and senior management personnel assume responsibility, they may seek compensation from the defendant shareholders.

　　Article 14 If a shareholder withdraws his capital and the company or other shareholders request that he or she return capital interest to the company and assist other shareholders, directors, senior management personnel or actual controllers who withdraw capital shall bear joint and several liability for this, the people's court shall support it.

If the company's creditor requests the withdrawal of the capital to bear additional compensation liability for the part of the company's debts that cannot be paid within the scope of the withdrawal of capital and interest, and other shareholders, directors, senior management personnel or actual controllers who assist in the withdrawal of the capital to bear joint and several liability for this, the people's court shall support it; if the shareholders who withdrawal of the capital to bear the above responsibilities and other creditors make the same request, the people's court shall not support it.

　　 Article 15 After the investor contributes non-monetary property that meets the statutory conditions, the company, other shareholders or company creditors request the investor to assume the responsibility for supplementary capital contribution, the people's court will not support it. However, this does not apply if the parties have otherwise agreed.

　　 Article 16 If a shareholder fails to fulfill or fully performs his capital contribution obligation or withdraws capital contribution, the company imposes corresponding reasonable restrictions on his shareholder rights such as the right to make a profit distribution right, the right to give priority to new shares, the right to distribute residual property, and other shareholder rights in accordance with the company's articles of association or the resolution of the shareholders' meeting. If the shareholder requests to determine that the restriction is invalid, the people's court will not support it.

　　Article 17 If the shareholder of a limited liability company fails to fulfill its capital contribution obligation or withdraws all capital contributions, and after being reminded by the company, he still fails to pay or return the capital contribution within a reasonable period, and the company terminates the shareholder's shareholder qualification by the shareholders' meeting resolution. If the shareholder requests to confirm that the termination act is invalid, the people's court will not support it.

　　In the circumstances stipulated in the preceding paragraph, the people's court shall make a judgment that the company shall promptly handle the statutory capital reduction procedures or other shareholders or third parties shall pay the corresponding capital contribution. Before completing the statutory capital reduction procedures or other shareholders or third parties pay the corresponding capital contribution, if the company's creditor requests the relevant parties to bear the corresponding liability in accordance with Article 13 or Article 14 of these Regulations, the people's court shall support it.

　　 Article 18 A shareholder of a limited liability company transfers equity if it fails to perform or fully performs its capital contribution obligations. If the transferee knows or should know about it, and the company requests the shareholder to fulfill its capital contribution obligations and the transferee bears joint and several liability for it, the people's court shall support it; if the company's creditor filed a lawsuit with the shareholder in accordance with Article 13, paragraph 2 of these Regulations and requests the aforementioned transferee to bear joint and several liability for it, the people's court shall support it.

　If the transferee assumes responsibility in accordance with the provisions of the preceding paragraph and seeks compensation from the shareholder who has not fulfilled or has not fully fulfilled the capital contribution obligation, the people's court shall support it.However, this does not apply if the parties have otherwise agreed.

　　Article 19If a company shareholder fails to fulfill or fully performs his capital contribution obligation or withdraws capital contribution, and the company or other shareholders request that he or she fully perform his capital contribution obligation or return capital contribution to the company, and the defendant shareholder defends on the grounds of limitations, the people's court will not support it.

The creditor's claim of a company creditor has not passed the limitation period, and the shareholder who fails to fulfill or fully fulfills the capital contribution obligation or withdraws the capital contribution shall bear the liability for compensation in accordance with the provisions of Article 13, Paragraph 2 and Paragraph 2 of these Regulations, and the People's Court will not support it.

　　Article 20 If a dispute arises between the parties regarding whether the capital contribution obligation has been fulfilled and the plaintiff provides evidence of reasonable doubts about the shareholder's performance of the capital contribution obligation, the defendant shareholder shall bear the burden of proof for the performance of the capital contribution obligation.

　　Article 21 If a party sues the people's court for confirmation of its shareholder qualifications, the company shall be regarded as the defendant, and a person with interest in the disputed equity in the case shall participate in the lawsuit as a third party.

　　 Article 22 If a dispute arises between the parties regarding the ownership of equity and one party requests the people's court to confirm that it enjoys equity, it shall prove one of the following facts:

　　(1) Has invested or subscribed capital to the company in accordance with the law and does not violate the mandatory provisions of laws and regulations;

　(2) Has acquired or inherited the company's equity in other forms, and does not violate the mandatory provisions of laws and regulations.

　　Article 23After the parties perform their capital contribution obligations in accordance with the law or continue to acquire shares in accordance with the law, and the company fails to issue a capital contribution certificate, record it in the shareholder register and register the company registration authority in accordance with the provisions of Articles 31 and 32 of the Company Law, and the parties request the company to perform the above obligations, the people's court shall support it.

　　Article 24 The actual investor of the limited liability company and the nominal investor enter into a contract, which stipulates that the actual investor will contribute and enjoy investment rights and interests. If the actual investor and the nominal shareholder have disputes over the validity of the contract, if there is no invalid situation as stipulated by law, the people's court shall determine that the contract is valid.

　　If the actual investor stipulated in the preceding paragraph has a dispute with the nominal shareholder due to the ownership of investment rights and interests, and the actual investor claims rights from the nominal shareholder on the grounds that he has actually fulfilled the capital contribution obligation, the people's court shall support it. If a nominal shareholder denies the rights of the actual investor on the grounds that the company's shareholder list records and the company registration authority registers, the people's court will not support it.

　If the actual investor requests the company to change its shareholders, issue a capital contribution certificate, record it in the shareholder register, record it in the company's articles of association and register it by the company registration authority without the consent of more than half of the other shareholders of the company, the people's court will not support it.

　　 Article 25 If the nominal shareholder of transfers, pledges or disposes of shares registered under his or her name, and the actual investor requests to determine that the disposal of shares is invalid on the grounds that he or she enjoys actual rights to the shares, the people's court may refer to the provisions of Civil Code Article 311 .

　If a nominal shareholder disposes of equity and causes losses to the actual investor, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people's court shall support it.

　　 Article 26 If the creditor of a company requests that the shareholder registered in the company registration authority fail to fulfill the capital contribution obligation and requests that the company's debt cannot be paid for the additional compensation liability within the scope of unpaid capital interest, and the shareholder defends on the grounds that he is only a shareholder in the name rather than the actual investor, the people's court will not support it.

　If a nominal shareholder assumes compensation liability in accordance with the provisions of the preceding paragraph and seeks compensation from the actual investor, the people's court shall support it.

　　Article 27 After the equity transfer has not yet been changed to the company registration authority, and the original shareholder will transfer, pledge or dispose of the equity under his name. If the transferee shareholder requests to determine that the disposal of the equity is invalid on the grounds that he has actual rights to the equity, the people's court may refer to the provisions of Article 311 of the Civil Code of .

　If the original shareholder disposes the equity and causes losses to the transferee shareholder, the transferee shareholder requests the original shareholder to bear the liability for compensation, and bears corresponding responsibilities for directors, senior management personnel or actual controllers who are at fault for failing to handle the change registration in a timely manner, the people's court shall support it; if the transferee shareholder is also at fault for failing to handle the change registration in a timely manner, the responsibilities of the above-mentioned directors, senior management personnel or actual controllers may be appropriately reduced.

　　Article 28 If the person who invests in the name of another person and registers the other person as a shareholder in the company registration authority, the person who registers the person who fails to perform the capital contribution obligation shall bear the corresponding liability; if the company, other shareholders or company creditors request that the shareholder who is registered as a shareholder who is impersonated to bear the liability for compensation for the part of the company's debts on the grounds that they have not fulfilled their capital contribution obligations, the people's court will not support it.

The Supreme People's Court

Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China (IV)

(One of the judicial interpretations revised by Fa Shi [2020] No. 18)

(The 1447th Meeting of the Supreme People's Court Judicial Committee on May 5, 2008 The decision was approved, and the first amendment of the "Decision on Amending the Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China" was revised on February 17, 2014, and the second amendment of the "Decision on Amending the Twenty-Nine Commercial Judicial Interpretations of the Supreme People's Court on Issues of Amending the "Reply of the Supreme People's Court on Issues of whether the Right to Use of State-owned Allocation of Land in Bankruptcy Enterprises should be included in Bankruptcy Property" passed by the 1823rd meeting of the Supreme People's Court Judicial Committee on December 23, 2020)

Specific modification content:

---

. Modify Article 2 to: "The plaintiff who requests the revocation of the resolutions of the shareholders' meeting or shareholders' meeting or board of directors in accordance with Article 85 of the Civil Code and Article 22 of the Company Law shall have the qualifications of the company's shareholders when filing a lawsuit."

. Modify Article 4 to: "Shareholders request the revocation of the resolutions of the shareholders' meeting or shareholders' meeting or board of directors, in accordance with the eighth of the Civil Code. Article 15. If the People's Court stipulates that the second paragraph of Article 22 of the Company Law, the People's Court shall support it, but if the meeting convening procedures or voting methods only have minor flaws and do not have a substantial impact on the resolution, the People's Court will not support it. "

Judicial Interpretation (IV) Full text after amendment:

In order to correctly apply the Company Law of the People's Republic of China, combined with the trial practice of the people's courts, the following provisions are made on the application of legal issues in cases such as the validity of the company resolution, shareholders' right to know, profit distribution rights, priority refusal and shareholder representative litigation.

　　 Article 1 If a company's shareholders, directors, supervisors, etc. request to confirm that the resolutions of the shareholders' meeting or the general meeting of shareholders or the board of directors are invalid or invalid, the people's court shall accept the resolutions in accordance with the law.

　　Article 2 Plaintiffs who request to revoke the resolutions of the shareholders' meeting or shareholders' meeting or board of directors in accordance with Article 85 of the Civil Code of , Article 22, paragraph 2 of the Company Law shall have the qualifications of the company's shareholders when filing a lawsuit.

　　 Article 3 Cases in which the plaintiff requests to confirm that the resolution of the shareholders' meeting or the general meeting of shareholders or the board of directors is invalid, invalid or revoked, the company shall be listed as the defendant. Other interested parties involved in the resolution may be listed as third parties in accordance with the law.

　　Before the end of the first instance court debate, other persons with plaintiff qualifications apply to participate in the litigation stipulated in the preceding paragraph with the same litigation request, they may be listed as co-plaintiffs.

　　 Article 4 If a shareholder requests to revoke the resolution of the shareholders' meeting or shareholders' meeting or board of directors, which complies with the provisions of Article 85 of the Civil Code of and Article 22, paragraph 2 of the Company Law, the people's court shall support it, but if the meeting convening procedure or voting method has only minor flaws and does not have a substantial impact on the resolution, the people's court shall not support it.

　　 Article 5 If the resolution of the shareholders' meeting or shareholders' meeting or board of directors exists in one of the following circumstances, and the parties claim that the resolution is not established, the people's court shall support it:

　(1) If the company has not held a meeting, but a decision may be made directly in accordance with Article 37, paragraph 2 of the Company Law or the company's articles of association, and all shareholders shall sign and seal the decision document. Except for the person who signs and seals the decision document. In addition;

　　(II) The meeting did not vote on the resolution;

　(II) The number of people attending the meeting or the voting rights held by shareholders do not comply with the provisions of the Company Law or the company's articles of association;

　(IV) The voting results of the meeting did not meet the pass ratio stipulated in the Company Law or the company's articles of association;

　(V) Other circumstances that lead to the non-establishment of the resolution.

　　 Article 6 If the resolution of the shareholders' meeting or shareholders' meeting or board of directors is confirmed to be invalid or revoked by the people's court, the civil legal relationship formed by the company with the bona fide counterparty based on the resolution shall not be affected.

　　 Article 7 If a shareholder sues for review or copying company specific documents and materials in accordance with Articles 33, 97 of the Company Law or the company's articles of association, the people's court shall accept the lawsuit in accordance with the law.

　If the company has evidence to prove that the plaintiff specified in the preceding paragraph does not have the qualifications of a company shareholder when filing a lawsuit, the people's court shall dismiss the lawsuit, except where the plaintiff has preliminary evidence to prove that his legitimate rights and interests were damaged during the period of holding the shares and requests to review or copy the company's specific documents and materials during the period of holding the shares in accordance with the law.

　　 Article 8 If a limited liability company has evidence to prove that a shareholder has one of the following circumstances, the People's Court shall determine that the shareholder has the "imperfect purpose" stipulated in Article 33, paragraph 2 of the Company Law:

　　(1) If a shareholder operates himself or operates a business that has a substantial competitive relationship with the company's main business for others, except where otherwise provided in the company's articles of association or agreed by all shareholders;

　(2) If a shareholder reviews the company's accounting books in order to inform others of relevant information, it may damage the company's legitimate interests;

　(3) If a shareholder has reviewed the company's accounting books within three years before the date of request for review to the company, he has informed others of the relevant information to others of the company's accounting books;

　(4) Other circumstances in which the shareholder has improper purpose.

　　 Article 9 The company's articles of association, agreements between shareholders, etc. substantially deprive shareholders of the right to review or copy company documents and materials in accordance with Articles 33 and 97 of the Company Law, and the company refuses shareholders to review or copy on this ground, the people's court will not support it.

　　 Article 10 If the people's court hears a case where shareholders request to review or copy the company's specific documents and materials and supports the plaintiff's claim, it shall clearly review or copy the time, place and list of specific documents and materials of the company's specific documents and materials in the judgment.

If a shareholder reviews the company's documents and materials based on the effective judgment of the People's Court, in the presence of the shareholder, it may be assisted by accountants, lawyers, etc. who are responsible for confidentiality in accordance with the law or in accordance with the practice code of practice.

　　 Article 11 If a shareholder discloses the company's business secrets after exercising his right to know, resulting in damage to the company's legitimate interests and the company requests the shareholder to compensate for the relevant losses, the people's court shall support it.

　　According to Article 10 of these Regulations, accountants, lawyers, etc. who assist shareholders in reviewing company documents and materials disclose the company's commercial secrets, resulting in damage to the company's legitimate interests and the company requests them to compensate for the related losses, the people's court shall support it.

　　 Article 12 If the company's directors, senior management personnel, etc. fail to perform their duties in accordance with the law, resulting in the company failing to produce or preserve the company's documents and materials stipulated in Articles 33 and 97 of the Company Law in accordance with the law, causing losses to shareholders, and shareholders request the company's directors and senior management personnel who bear the corresponding responsibility to bear civil compensation liability, the people's court shall support it.

Article 13 In cases where shareholders request the company to distribute profits, the company shall be listed as the defendant.

Before the end of the first instance court debate, if other shareholders request to distribute profits based on the same distribution plan and apply to participate in the litigation, they shall be listed as joint plaintiffs.

　　 Article 14 If a shareholder submits a valid resolution of the shareholders' meeting or shareholders' meeting that states the specific distribution plan, requests the company to distribute profits, and the company refuses to distribute profits and its defense reasons for the inability to execute the resolution are invalid, the people's court shall rule that the company distributes profits to shareholders in accordance with the specific distribution plan stated in the resolution.

　　 Article 15 If a shareholder fails to submit a resolution of the shareholders' meeting or shareholders' meeting that states the specific distribution plan and requests the company to distribute profits, the people's court shall dismiss his lawsuit, except if the abuse of shareholder rights in violation of the law causes the company to distribute profits, causing losses to other shareholders.

　　Article 16 If a natural person shareholder of a limited liability company changes due to inheritance, and other shareholders claim to exercise the right of first refusal in accordance with the provisions of Article 71, paragraph 3 of the Company Law, the people's court will not support it, except where otherwise provided by the company's articles of association or agreed by all shareholders.

　　Article 17 A shareholder of a limited liability company shall notify other shareholders for consent in writing or other reasonable means that can be confirmed and received. If more than half of the other shareholders do not agree to the transfer and the shareholders who do not agree to the purchase, the people's court shall deem it as agreeing to the transfer.

　If the equity transferred with the consent of the shareholder, and other shareholders claim that the transfer of the shareholder shall notify the same conditions for the transfer of the equity in writing or other reasonable means that can be confirmed, the people's court shall support it.

　　If the equity transferred with the consent of the shareholder and other shareholders other than the transfer shareholder claim to be preferred for purchase under the same conditions, the people's court shall support it, except where the transfer shareholder waives the transfer in accordance with Article 20 of these Regulations.

　　Article 18 When judging whether it meets the "equal conditions" referred to in Article 71, paragraph 3 of the Company Law and these provisions, the people's court shall consider the quantity, price, payment method and term of the transfer of equity.

　　Article 19 If a shareholder of a limited liability company claims to give priority to the purchase and transfer of equity, he shall submit a purchase request within the exercise period stipulated in the company's articles of association after receiving the notice. If the company's articles of association do not stipulate the exercise period or the provisions are unclear, the period determined by the notice shall prevail. If the period determined by the notice is less than 30 days or the period not specified by the exercise period, the exercise period shall be 30 days.

　　 Article 20 If a transfer shareholder of a limited liability company does not agree to the transfer of equity after other shareholders claim to purchase first, the People's Court will not support the claim that other shareholders preferential purchase first, except where otherwise provided by the company's articles of association or agreed by all shareholders. If other shareholders claim that the transfer shareholders compensate for their losses is reasonable, the people's court shall support it.

　　 Article 21 If a shareholder of a limited liability company transfers equity to a person other than a shareholder, fails to solicit other shareholders' opinions on the transfer of equity, or uses fraud, malicious collusion and other means to damage other shareholders' right of first refusal, and other shareholders claim to purchase the transferred equity in accordance with the same conditions, the people's court shall support it, except if other shareholders do not claim within 30 days from the date of knowing or should knowing the same conditions for exercising the right of first refusal, or exceeding one year from the date of registration of equity change.

　　Other shareholders specified in the preceding paragraph only make requests to confirm the equity transfer contract and the validity of equity changes, and do not claim to purchase and transfer equity according to the same conditions at the same time, the People's Court will not support it, but other shareholders are unable to exercise the right of first refusal due to their own reasons, except for those who request compensation for damages.

If an equity transferee other than a shareholder cannot achieve the purpose of the contract due to the shareholder's exercise of the right of first refusal, he may request the transfer shareholder to bear the corresponding civil liability in accordance with the law.

　　 Article 22 If the equity of a limited liability company is transferred to a person other than a shareholder through auction, the "written notice", "notification" and "equal conditions" stipulated in Article 71, paragraph 2, paragraph 3 or Article 72 of the Company Law shall be determined in accordance with relevant laws and judicial interpretations.

When a property rights trading venue established in accordance with the law transfers state-owned equity of a limited liability company, the "written notice", "notification" and "equal conditions" stipulated in Article 71, paragraph 2, paragraph 3 or Article 72 of the Company Law may refer to the trading rules of the property rights trading venue.

　　Article 23 If the supervisory board or the supervisory board of directors or senior management personnel file a lawsuit against directors and senior management personnel in accordance with the provisions of Article 151, paragraph 1 of the Company Law, the company shall be listed as the plaintiffs, and the chairman of the supervisory board or the supervisor of the limited liability company of which does not have a supervisory board shall conduct a lawsuit on behalf of the company in accordance with the law.

　If the executive director of the board of directors or a limited liability company without a board of directors file a lawsuit against the supervisor in accordance with the provisions of Article 151, paragraph 1 of the Company Law, or file a lawsuit against others in accordance with the provisions of Article 151, paragraph 3 of the Company Law, the company shall be listed as the plaintiff, and the chairman or executive director shall conduct a lawsuit on behalf of the company in accordance with the law.

　　 Article 24 If a shareholder who meets the conditions stipulated in the first paragraph of Article 151 of the Company Law directly filed a lawsuit against directors, supervisors, senior management personnel or others in accordance with the provisions of Article 151 of the Company Law, the company shall be listed as a third party in the litigation.

　　Before the end of the first instance court debate, other shareholders who meet the conditions stipulated in the first paragraph of Article 151 of the Company Law shall apply to participate in the lawsuit with the same litigation request, they shall be listed as joint plaintiffs.

　　 Article 25 In cases where shareholders file a lawsuit directly in accordance with Article 151, paragraph 2 and paragraph 3 of the Company Law, the winning interest belongs to the company. If a shareholder requests the defendant to bear civil liability directly to him, the people's court will not support it.

　　Article 26 If a shareholder files a lawsuit directly in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law, and his litigation request is partially or completely supported by the People's Court, the company shall bear the reasonable expenses paid by the shareholder for participating in the litigation.

　　Article 27 These provisions shall come into force on September 1, 2017.

　　This provision shall apply to cases that have not been finalized after the implementation of these regulations; these provisions shall not apply to cases that have been finalized before the implementation of these regulations, or cases that have been retried by the trial supervision procedure.

The Supreme People's Court

Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China (V)

(One of the judicial interpretations revised by Fa Shi [2020] No. 18)

(approved at the 1447th meeting of the Judicial Committee of the Supreme People's Court on May 5, 2008, and was amended for the first time in accordance with the "Decision on Amending the Provisions Concerning the Application of the Company Law of the People's Republic of China" at the 1607th Meeting of the Judicial Committee of the Supreme People's Court on February 17, 2014, and was revised for the first time, and was based on the Supreme People's Law on December 23, 2020 The second amendment of the "Supreme People's Court's Decision on Amending the Twenty-Nine Commercial Judicial Interpretations of the Supreme People's Court on Issues of whether the State-owned Allocation of Land Use Rights in Bankruptcy Enterprises should be included in Bankruptcy Property" passed by the 1823rd meeting of the Court's Judicial Committee)

Specific modification content:

---

. Modify the first article to: "A related transaction harms the interests of the company, and the plaintiff's company requests the controlling shareholder, actual controller, directors, supervisors, and senior management to compensate for the losses caused by the losses caused by the provisions of Article 84 of the Civil Code and Article 21 of the Company Law. The defendant only defends the transaction on the grounds that the transaction has performed information disclosure and has been approved by the shareholders' meeting or the general meeting of shareholders, or the procedures stipulated by the company's articles of association, The People's Court does not support it.

　If a company fails to file a lawsuit, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 and paragraph 1 of the Company Law may file a lawsuit with the People's Court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law. "

　2. Modify Article 2 to: " If the related transaction contract is invalid, revocable or does not take effect to the company, and the company does not sue the counterparty of the contract, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 of the Company Law may file a lawsuit with the People's Court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law. "
　

　3. Modify Article 4 to: " Shareholders' meeting of distributing profits Or after the resolution of the shareholders' meeting is made, the company shall complete the profit distribution within the time stated in the resolution. If the resolution does not state the time, the provisions of the company's articles of association shall prevail. If the time stipulated in the resolution or the articles of association is not specified, or the time exceeds one year, the company shall complete the profit distribution within one year from the date of the resolution.

　If the completion time of the profit distribution stated in the resolution exceeds the time stipulated in the company's articles of association, shareholders may request the people's court to revoke the provisions on the time in the resolution in accordance with Article 85 of the Civil Code and Article 22 of the Company Law. "

Judicial Interpretation (V) Full text after amendment:

To correctly apply the "Company Law of the People's Republic of China" and combine the trial practice of the people's courts, the following provisions are made on the application of legal issues in dispute cases such as shareholders' rights protection.

　　 Article 1 Related transactions harm the interests of the company, and the plaintiff's company requests the controlling shareholder, actual controller, directors, supervisors, and senior management to compensate for the losses caused by compensation in accordance with Article 84 of the Civil Code of HTML and Article 21 of the Company Law of HTML, and Article 21 of the Company Law. The People's Court will not support it if the transaction has only made the case that the transaction has fulfilled the procedures stipulated by laws, administrative regulations or the company's articles of association such as information disclosure and has been approved by the shareholders' meeting or the general meeting of shareholders, the people's court will not support it.

If a company fails to file a lawsuit, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 of the Company Law may file a lawsuit with the people's court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law.

　　 Article 2 If an associated transaction contract is invalid, revocable or ineffective to the company, and the company does not sue the counterparty of the contract, shareholders who meet the conditions stipulated in the first paragraph of Article 151, paragraph 1 and paragraph 3 of the Company Law may file a lawsuit with the people's court in accordance with the provisions of Article 151, paragraph 2 and paragraph 3 of the Company Law.

　　Article 3 If a director is removed from his post by a valid resolution of the shareholders' meeting or the general meeting of shareholders before the expiration of his term of office, and his claim that the termination will not take effect shall not be supported by the people's court.

　If a director's position is terminated and a dispute with the company for compensation is filed, the people's court shall, in accordance with the provisions of laws, administrative regulations, company articles of association or contractual agreements, comprehensively consider the reasons for the termination, remaining term of office, director's compensation and other factors to determine whether to compensate and a reasonable amount of compensation.

　　Article 4　After the resolution of the shareholders' meeting or shareholders' meeting to distribute profits is made, the company shall complete the profit distribution within the time stated in the resolution. If the resolution does not specify the time, the company's articles of association shall prevail. If the time is not specified in the resolution or the articles of association or the time exceeds one year, the company shall complete the profit distribution within one year from the date of the resolution.

If the profit distribution completion time stated in the resolution exceeds the time stipulated in the company's articles of association, shareholders may request the people's court to revoke the provisions of the resolution on the time in accordance with Article 85 of the Civil Code of and Article 22 of the Company Law.

　　Article 5 When the people's court hears major differences involving shareholders of a limited liability company, it shall pay attention to mediation. If the parties agree to resolve differences in the following ways and do not violate the mandatory provisions of laws and administrative regulations, the people's court shall support it:

　　(1) The company repurchases some shareholder shares;

　　(2) Other shareholders acquire some shareholder shares;

　　(3) Others acquire some shareholder shares;

　　(4) The company reduces capital;

　　(5) The company's division;

　　(6) Other ways that can resolve differences, restore the normal operation of the company, and avoid the company's dissolution.

　　 Article 6 These regulations shall come into effect on April 29, 2019.

　　This provision shall apply to cases that have not been finalized after the implementation of these regulations; these provisions shall not apply to cases that have been finalized before the implementation of these regulations, or cases that have been retried by the trial supervision procedure.

If the judicial interpretations previously issued by this court are inconsistent with these provisions, these provisions shall prevail.